THE AMERICAN ASSOCIATION OF
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) Bethlehem Pennsylvania, hereinafter known as the “Affiliate.”
Section 2. Affiliate. AAUW Bethlehem is an Affiliate of AAUW as defined in Article V.
Section 3. Legal Compliance. AAUW Bethlehem shall comply with the requirements of AAUW and federal, state, and local la w. The bylaws of the Affiliate shall in no way conflict with the AAUW Bylaws and/or policies.
ARTICLE II. PURPOSE
Section 1. Purpose. The purpose of AAUW is to advance equity for women and girls through advocacy, education, and research. The purpose of the Affiliate is to further AAUW purposes and policies.
Section 2. Policies and Programs. In keeping with this purpose, the Affiliate shall promote equity, education, and development of opportunities for women and girls that enable them to realize their full potential.
ARTICLE III. USE OF NAME
Section 1. Policies and Programs. The policies and programs of AAUW shall be binding on all members engaged in AAUW activities, and no member shall use the name of AAUW to oppose such policies or programs.
Section 2. Proper Use of Name and Logo. The name and logo of AAUW may be used only by members (as defined below at Article IV, Section 2) and Affiliates (as defined below at Article V, Section 1) only according to policies and procedures established by the AAUW Board of Directors; others may do so only according to written licenses.
Section 3. Individual Freedom of Speech. These bylaws shall not abridge the freedom of speech of any AAUW member to speak an opinion in the member’s own name.
ARTICLE IV. MEMBERSHIP AND DUES
Section 1. Composition. The members of AAUW at present consist of members (“Individual Members”) and college/university members (“College/University Members”).
Section 2. Basis of Membership.
a. Individual Members.
(1) Eligibility. An individual holding an associate’s (or equivalent, e.g., RN), bachelor’s, or higher degree from a higher education institution accredited by a regional accrediting agency recognized by the U.S Department of Education (an “Accredited Higher Education Institution”) or other qualified educational institution located outside of the United States, as determined by the AAUW Board of Directors, shall be eligible to receive admission to AAUW membership; such membership shall be granted upon payment of AAUW dues. The provisions set forth in this section are the sole requirement for eligibility and admissibility to AAUW membership except that the AAUW Board of Directors may establish a process to assess credentials that are submitted based on degree equivalence.
(2) Appeals of Refusals of Admission to Membership. Any potential Individual Member or College/University Member who claims qualification for membership in AAUW and who has been refused admission to membership may present credentials to the AAUW Board of Directors for review. The decision of the AAUW Board of Directors shall be final.
(3) Saving Clause. No Individual Member shall lose membership due to any change in the status of the higher education institution upon which original qualification for membership was based.
(4) Life Membership.
(a) Paid. An Individual Member may become a life member (a “Life Member”) upon a one-time payment of twenty years’ annual AAUW dues, based on the amount of annual AAUW dues the year the Member elects to become a Life Member. Thereafter, the Life Member shall be exempt from the payment of AAUW National dues.
(b) Fifty-Year Honorary. An Individual Member who has paid AAUW dues for fifty years shall become a Life Member and shall thereafter be exempt from the payment of AAUW National dues.
b. College/University Members. Any Accredited Higher Education Institution or other qualified higher education institution located outside the United States, as determined by the AAUW Board of Directors, that pays annual dues to AAUW shall be eligible to be a College/University Member. Each College/University Member shall appoint one or two representatives who are eligible to be Individual Members and who shall each have the membership benefits of an Individual Member and any other benefits that accrue to representatives of College/University Members, as determined by the AAUW Board of Directors.
Section 3. Student Associates. The AAUW Board of Directors may permit undergraduate students enrolled in Accredited Higher Education Institutions or in other qualified educational institutions located outside the United States, as determined by the AAUW Board of Directors, to associate with AAUW, with fees (if any) and benefits as determined by the AAUW Board of Directors.
Section 4. Dues.
a. The annual dues and member benefits for any category of member shall be established by a two-thirds vote of the AAUW Board of Directors. Members shall be notified of the intent to consider a change in the dues, the proposed amount, and the rationale for the change at least 60 days prior to the vote.
b. Payment. Member dues shall be payable in accordance with procedures established by the AAUW Board of Directors.
Section 5. Severance of Membership. Any Member may be suspended or removed from membership for any conduct that tends to injure AAUW or to adversely affect its reputation or that is contrary to or destructive of its mission according to these bylaws, with action taken following policies and procedures adopted by the AAUW Board of Directors. In addition, a College/University Member that is no longer eligible for membership shall be removed from membership as soon as practicable after it loses its eligibility.
Article V. AAUW AFFILIATES
Section 1. AAUW Affiliate Defined. An AAUW Affiliate (“Affiliate”) is an organization affiliated with AAUW for the purpose of supporting AAUW’s mission through Affiliate programs, fundraising, networking, and/or other activities. Affiliates are typically nonprofit membership organizations under state law and may also have been recognized as tax-exempt 501(c)(3) or 501(c)(4) organizations under the Internal Revenue Code. An Affiliate may use AAUW’s name and/or logo only if approved by the AAUW Board of Directors.
Section 2. Organization.
a. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
b. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
c. Structure. Affiliates may create such leadership structures as meet their needs. Each Affiliate shall provide AAUW with designated contacts for administration and finance.
Section 3. Loss of Recognition of an Affiliate.
a. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
b. The Affiliate shall have the right to appeal to the AAUW Board of Directors within a designated period.
Section 4. Property and Assets. The title to all property, funds, and assets of an Affiliate is vested in the Affiliate. An Affiliate shall have complete control of its property and assets, except that such property and assets shall not be used for any purpose contrary to AAUW’s purposes. In the event of the dissolution of an Affiliate or the termination of an Affiliate’s affiliation with AAUW, all assets of the Affiliate shall be transferred and delivered to AAUW or to another Affiliate designated by AAUW. AAUW may solicit and consider recommendations from local leaders before making a designation.
ARTICLE VI. PARLIAMENTARY AUTHORITY
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the Affiliate in all instances in which they are applicable and in which they are not inconsistent with the AAUW Bylaws or with the requirements of AAUW or applicable laws.
ARTICLE VII. AAUW-MANDATED AMENDMENTS TO THE BYLAWS
AAUW-mandated amendments shall be implemented by the Affiliate’s Executive Team, without a vote of the Affiliate’s membership and as prescribed by AAUW Board of Directors.
ARTICLE VIII. GENERAL MEMBERSHIP MEETINGS
Section 1. Annual Meeting. AAUW Bethlehem shall hold an annual meeting to conduct the business of the Affiliate, including but not limited to, electing officers, establishing dues, amending bylaws and receiving reports. This meeting shall be held between April 1 and May 31.
Section 2. Membership Meetings. AAUW Bethlehem shall hold at least five (5) meetings during the fiscal year. The AAUW Bethlehem Executive Team shall determine the time and place for these meetings.
Section 3. Special Meeting Notice. Notice of special meetings shall be sent to all members of the Affiliate at least ten (10) days prior to the meetings.
Section 5. Quorum. The quorum shall be ten percent (10%) of the Affiliate membership.
ARTICLE IX. NOMINATIONS AND ELECTIONS
Section 1. Nominations. The nominating committee shall consist of three (3) members appointed by the AAUW Bethlehem Executive Team for a term of two (2) years. The chair of the nominating committee shall be selected by a majority vote of the committee members. The report of the nominating committee shall be made to the AAUW Bethlehem members at least six weeks prior to the election. Nominations may be made from the floor at the time of the election, provided consent of the nominee has been obtained.
Section 2. Election. Election shall be by ballot except that if there is only one nominee for an office it shall be by voice vote. A majority vote shall constitute an election.
ARTICLE X. OFFICERS
Section 1. Officers. The elected officers for AAUW Bethlehem shall be a President, Vice President(s) of Membership, Vice President(s) of Program, Secretary, and Finance Officer.
a. In the event that no President is elected, an Executive Team shall be formed to fulfill the duties of the president.
b. The members of the Executive Team shall be Vice President(s) of Membership, Vice President(s) of Program, Secretary, and Finance Officer. The Past President may serve an advisory position on the Executive Team.
Section 2. Officers shall serve for a term of two (2) years and are eligible for up to and including three (3) consecutive two (2) year terms. Term of office shall begin on July 1.
a. No elected officer shall hold more than one office at a time, and no elected officer shall be eligible to serve more than three (3) consecutive terms in the same office.
b. Vacancies in any office shall be filled for the unexpired term by the President/Executive Team.
Section 3. Each office may be filled by an officer or co-officers. Each office shall have one vote per office.
Section 4. The following officers shall be elected in even years: President, Vice President(s) of Program and Secretary. The following officers shall be elected in odd years: Vice President(s) of Membership, and Finance Officer.
Section 5. Duties.
a. Officers shall perform the duties prescribed by these bylaws, and by the rules of policies and procedures adopted by the Executive Team, and by the current edition of Robert’s Rules of Order Newly Revised.
b. The President/ Executive Team shall be the official representative for the Affiliate and shall be responsible for submitting such reports and forms as required by AAUW.
c. The Vice Presidents shall perform such duties as the Executive Team shall direct and as specified in branch policies and job descriptions.
d. The Secretary shall record and keep minutes of all Executive Team, membership, and special meetings, and make available the minutes of each meeting of the Executive Team within two weeks after the meeting.
e. The Finance Officer shall be responsible for collecting, distributing, and accounting for the funds of the Affiliate and for meeting specific deadlines.
f. All officers and chairs shall submit annual reports to the Archive Chair.
g. The Executive Team will be reported to AAUW National as the contacts for administration and finance.
Section 6. Committee Coordinators.
To effectively operate AAUW Bethlehem, the Executive Team may establish standing and special committees as needed and shall appoint Coordinators to formulate programs and activities to carry out the mission of AAUW.
Section 7. Meetings. Meetings of the Executive Team shall be held at least five (5) times a year at a time and place agreed upon. Committee Coordinators may request to attend a meeting of the Executive Team as needed.
Section 8. Quorum. The quorum for the meeting of the Executive Team shall be a majority of the voting members.
ARTICLE XI. FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW National and shall begin on July 1.
Section 2. Financial Policies. The Executive Team shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state and local laws including an annual financial review.
Section 3. Budget. The Executive Team shall adopt an annual budget.
ARTICLE XII. AFFILLIATE AMENDMENTS TO THE BYLAWS
Provisions of the Affiliate’s bylaws not mandated by AAUW may be amended by a two-thirds (unless otherwise stipulated by state law) vote of members voting after a quorum is attained. Proposed bylaws amendments shall be sent to the entire membership at least thirty (30) days prior to the applicable meeting.
ARTICLE XIII. INDEMNIFICATION
Every Executive Team or committee member may be indemnified by the Affiliate against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Executive Team or committee members in connection with any threatened , pending or completed action, suit, or proceeding to which the Executive Team or committee member may become involved by reason of being or having been a member of the Executive Team or committee, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of duties. In the event of a settlement the indemnification herein shall apply only when the Affiliate Executive Team approves such settlement and reimbursement as being in the best interest of the Affiliate. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the Executive Team or committee is entitled.
Date Last Amended: October 1, 2018